NODL: NORTHERN DRILLING LTD AND NORTHERN OCEAN LTD – SATISFACTION OF LISTING AND EXCHANGE OFFER CONDITIONS; ADJUSTED NUMBER FOR SHARES TO BE EXCHANGED; DISCLOSURE OF SHAREHOLDING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to previous stock exchange releases by Northern Drilling Ltd. (“NODL”) and Northern Ocean Ltd. (“NOL”) today 26 February 2020 regarding final results of the exchange offer as described therein (the “Exchange Offer”). Reference is further made to the announcement made by the Oslo Stock Exchange earlier today, confirming that NOL has satisfied all listing conditions for listing on Oslo Børs and that the NOL shares will become listed on Oslo Børs tomorrow, 27 February 2020.

Further to NOL’s satisfaction of the listing conditions, the conditions for completion of the Exchange Offer have now also been met and settlement of the Exchange Offer is therefore expected to take place after market close today, 26 February 2020.

Due to technical rounding, the number of NODL shares to be exchanged in the Exchange Offer is adjusted to 91,422,966, resulting in that outstanding and issued shares in NODL shall be diminished from existing 107,555,983 shares to 16,133,017 shares, each with a par value of USD 1.

As a result of, and following completion of, the Exchange Offer, the following disclosure is given in respect of Hemen Holding Ltd.’s shareholdings in NODL and NOL, respectively:

  NODL shares accepted for in the Exchange Offer NOL shares received in the Exchange Offer Total NODL shareholding following Exchange Offer* Total NOL shareholding following Exchange Offer**
Hemen Holding Ltd. 36,030,504 17,735,038 6,357,880 shares equalling 39.4%

 

25,225,674 shares

equalling 39.5%

*Based on 16,133,017 outstanding shares in NODL following completion of the Exchange Offer
**Based on 63,802,378 outstanding shares in NOL

Contacts:

Scott McReaken, CEO in Northern Drilling Ltd.

Tel. +1 832 509 7191

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

 

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

 

NODL: NORTHERN DRILLING LTD. AND NORTHERN OCEAN LTD. – FINAL RESULTS OF THE EXCHANGE OFFER

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to previous stock exchange releases by Northern Drilling Ltd. (“NODL”) on 21 February 2020 regarding preliminary results of the exchange offer as described therein (the “Exchange Offer”).

Final counting shows that 91,422,586 NODL shares outstanding were accepted in the Exchange Offer, to be exchanged with 45,000,100 shares in Northern Ocean Ltd. (“NOL”) owned by NODL. Following completion of the Exchange Offer, NODL will hold 0 shares in NOL, and 91,422,586 shares in NODL will be cancelled, following which the amount of the issued and outstanding shares in NODL will be diminished, from existing 107,555,983 shares to 16,133,397 shares, each with a par value of USD 1.

Upon completion of the Exchange Offer, Hemen Holding Ltd. will retain an ownership in NODL of approximately 39.4% and have an ownership in NOL of approximately 39.6%.

As previously informed, completion of the Exchange Offer is subject to satisfying criteria set by Oslo Børs for listing of the shares of NOL on Oslo Børs or alternatively Oslo Axess, as further described in the announcement by NODL on 6 February 2020 and in the prospectus prepared by NOL and dated 6 February 2020. Satisfaction of such listing criteria is expected to be controlled by Oslo Børs later today.

Subject to satisfaction of conditions for completion of the Exchange Offer, the Exchange Offer is expected to be completed after 16:30 CET on 26 February 2020. Following such completion, allocation letters will be sent to shareholders in NODL who have participated in the Exchange Offer and such shareholders may be able to check allocations to them via VPS investor services from on or about 19:00 CET on 26 February 2020.

Following completion of the Exchange Offer, NODL will have an issued and outstanding share capital of USD 16,133,397 consisting of 16,133,397 shares each with a par value of USD 1.

Contacts:

Scott McReaken, CEO in Northern Drilling Ltd.

Tel. +1 832 509 7191

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

 

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

 

NODL: NORTHERN DRILLING LTD. AND NORTHERN OCEAN LTD – UPDATE ON EXCHANGE OFFER

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to previous stock exchange releases by Northern Drilling Ltd. (“NODL”) on 6 February 2020 regarding, inter alia, an exchange offer where eligible shareholders in NODL may accept to exchange certain shares they own in NODL with consideration in the form of shares in Northern Ocean Ltd. (“NOL”) owned by NODL (the “Exchange Offer”). Shares in NODL accepted for in the Exchange Offer will be cancelled at completion of the Exchange Offer. Reference is further made to the stock exchange notices published by NODL on 21 February 2020 regarding that the acceptance period in the Exchange Offer (the “Acceptance Period”) has expired and that eligible shareholders in NODL can no longer accept the Exchange Offer and that the final results of the Exchange Offer will be announced on or about 26 February 2020 once the final count of acceptances under the Exchange Offer has been completed.

The Exchange Offer was directed towards eligible shareholders in NODL that could lawfully participate in the Exchange Offer and that were holders of shares in NODL at the end of the Acceptance Period as they are recorded in NODL’s register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) on 24 February 2020 (T+2 with the Acceptance Period ending on 20 February 2020) (the “Exchange Offer Record Date”). For each 2.0316 NODL shares owned as registered in the VPS on the Exchange Offer Record Date, each Eligible Offeree will be entitled to receive 1 share in NOL (the “Exchange Offer Ratio”), as rounded down to the nearest whole number of NOL share. The eligible shareholders could elect to accept the Exchange Offer for 85% of the shares they are owning in NODL as registered in the VPS on the Exchange Offer Record Date and as per the Exchange Offer Ratio (as rounded), but they could also choose to accept the Exchange Offer for a higher or lower number of shares, as further described in the prospectus dated 6 February 2020 (the “Prospectus”). Reference is made to the Prospectus for the full description of the Exchange Offer.

Upon expiry of the Acceptance Period at 16:30 CET on 20 February 2020, and only based on preliminary counting, indications of approximately up to 85% of the NODL shares outstanding have been accepted in the Exchange Offer, equalling up to in the range of 91 million of the current 107,555,983 NODL shares issued and outstanding in NODL, implying that NODL will following the completion of the Exchange Offer (and the corresponding cancellation of accepted NODL shares) have in the range of 16 million shares issued and outstanding. Subject to the preliminary results indicated above, NODL’s ownership in NOL will decrease from its current approximately 70% ownership in NOL to less than 5% ownership in NOL. Following Hemen Holding Ltd. (“Hemen”)’s previously announced acceptance of the Exchange Offer of the weighted average acceptance rate in the Exchange Offer, it is expected that Hemen’s ownership in NODL will remain at 39.4% following completion of the Exchange Offer.

The final result of the Exchange Offer is expected to be announced on or about 26 February 2020 once the final count of acceptances under the Exchange Offer has been completed. It is emphasised that the preliminary result is preliminary only and subject to further control of acceptances received, including control of acceptances on the Exchange Offer Record Date. The final result may therefore materially deviate.

The acceptance of the Exchange Offer is irrevocable on the accepting shareholder, and may not be withdrawn, in whole or in part, by the accepting shareholder once DNB Markets, a part of DNB Bank ASA as receiving agent (the “Receiving Agent” or “DNB Markets”) has received the Exchange Offer acceptance form.

By delivering a duly executed Exchange Offer acceptance form, shareholders have irrevocably authorised the Receiving Agent to debit such accepting shareholders’ VPS-account, and to transfer the accepted NODL shares to NODL against the transfer of shares in NOL as per the terms of the Exchange Offer. Accepting shareholders cannot sell, transfer or in any way dispose over NODL shares accepted for in the Exchange Offer.

The overview below provides certain indicative key dates for the Exchange Offer, subject to change:

                                                    Date
Expiry of the Application Period: 20 February 2020, at 16:30 CET
Distribution of allocation letters to accepting shareholders: On or about 26 February 2020
Settlement of the Exchange Offer: On or about 26 February 2020
Delivery of Company Shares to investors VPS’ accounts On or about 26 February 2020
Start of trading in Company Shares on Oslo Børs or Oslo Axess: On or about 27 February 2020

 

Please note as previously mentioned that completion of the Exchange Offer is subject to certain terms and conditions, including satisfying criteria set by Oslo Børs for listing of the shares of NOL on Oslo Børs or alternatively Oslo Axess, as further described in the announcement by NODL on 6 February 2020 and in the Prospectus. It is not possible to verify the fulfilment of such conditions until the final count of the Exchange Offer has been made on or about 26 February 2020.

Contacts:

DNB Markets: +47 23 26 81 01

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

 

NODL: NORTHERN DRILLING LTD. AND NORTHERN OCEAN LTD – RESULTS OF THE SUBSEQUENT OFFERING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to previous stock exchange releases by Northern Drilling Ltd. (“NODL”) on 6 February 2020 regarding, inter alia, (i) a subsequent offering of shares in Northern Ocean Ltd. (“NOL”) (the “Subsequent Offering”) and (ii) an exchange offer where eligible shareholders in NODL may accept to exchange certain shares they own in NODL with consideration in the form of shares in NOL owned by NODL (the “Exchange Offer”, and together with the Subsequent Offering, the “Offering”). Reference is further made to the stock exchange notice published by the Oslo Stock Exchange on 17 February 2020 regarding the decision to approve NOL for listing on Oslo Børs, provided that NOL satisfy the listing requirements for Oslo Børs (or alternatively Oslo Axess).

 

Subsequent Offering

Upon expiry of the subscription period at 16:30 CET on 20 February 2020, final counting shows that there have been exercised subscription rights for 75,686 new shares in the Subsequent Offering. As a result, NOL will issue 75,686 new shares at NOK 49 per share raising gross proceeds of NOK 3,708,614.

Allocation letters are expected to be distributed tomorrow, 21 February 2020, and payment date is Monday 24 February 2020. Subject to full payment being received, the new shares are expected to be issued on 25 February 2020 following which the new shares are expected to be delivered to the investors’ VPS accounts on 26 February 2020.

The new shares issued through the Subsequent Offering will be registered with the VPS under NOL’s ISIN BMG6682J1036 and provided that NOL satisfies the listing requirements for Oslo Børs (or alternatively Oslo Axess) become tradable on Oslo Børs (or alternatively Oslo Axess) under the trading symbol “NOL” on 27 February 2020.

 

Exchange Offer

The result of the Exchange Offer is expected to be announced on or about 26 February 2020 once the final count of acceptances under the Exchange Offer has been completed. Please note that completion of the Exchange Offer is subject to certain terms and conditions, including satisfying criteria set by Oslo Børs for listing of the shares of NOL on Oslo Børs (or alternatively Oslo Axess), as further described in the announcement by NODL on 6 February 2020. It is not possible to verify the fulfilment of such conditions until the final count of the Exchange Offer has been made on or about 26 February 2020.

Provided that NOL satisfies the listing requirements for Oslo Børs (or alternatively Oslo Axess), the shares of NOL are expected to become tradable on Oslo Børs (or alternatively Oslo Axess) under the trading symbol “NOL” on 27 February 2020.

 

Contacts:

Scott McReaken, CEO in Northern Drilling Ltd.

Tel. +1 832 509 7191

 

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

 

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

NODL: NORTHERN DRILLING LTD. – ACCEPTANCE PERIOD IN THE EXCHANGE OFFER HAS EXPIRED

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange release by Northern Drilling Ltd. (“NODL”) on 6 February 2020 regarding the exchange offer described therein, where eligible shareholders in NODL (who may lawfully participate) may accept to exchange certain shares they own in NODL with consideration in the form of shares in Northern Ocean Ltd. owned by NODL (the “Exchange Offer”).

The acceptance period in the Exchange Offer expired 20 February 16:30 CET and shareholders in NODL can therefore no longer participate in the Exchange Offer.

 

Contacts:

Scott McReaken, CEO in Northern Drilling Ltd.

Tel. +1 832 509 7191

 

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

 

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

NODL: LAST DAY OF ACCEPTANCE IN THE SUBSEQUENT OFFERING AND THE EXCHANGE OFFER

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

 

Reference is made to the stock exchange release by Northern Drilling Ltd. (“NODL”) on 6 February 2020 regarding, inter alia, (i) a subsequent offering of shares in Northern Ocean Ltd. (“NOL”) (the “Subsequent Offering”) and (ii) an exchange offer where eligible shareholders in NODL may accept to exchange certain shares they own in NODL with consideration in the form of shares in NOL owned by NODL (the “Exchange Offer”, and together with the Subsequent Offering, the “Offering”).

The acceptance period for the Exchange Offer and the subscription period in the Subsequent Offering will expire 20 February 2020 at 16:30 (CET). Correctly completed acceptance/subscription forms must be received by the subscription office (DNB Markets, a part of DNB Bank ASA), or, in the case of online subscriptions, be registered within this deadline to be accepted.

Upon expiry of the acceptance period, (i) any subscription right in the Subsequent Offering that have not been exercised will expire and have no value, and (ii) it will no longer be possible for eligible shareholders in NODL to subscribe for shares in the Subsequent Offering or accept the Exchange Offer.

For more information about the Offering, please refer to the prospectus dated 6 February 2020 which, subject to regulatory restrictions in certain jurisdictions, is available at www.dnb.no/emisjoner.

 

Contacts:

 

Scott McReaken, CEO in Northern Drilling Ltd.

Tel. +1 832 509 7191

 

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

 

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

 

NODL: LAST DAY OF TRADING INCLUSIVE RIGHT TO PARTICIPATE IN THE EXCHANGE OFFER

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

 

Reference is made to the stock exchange release by Northern Drilling Ltd. (“NODL”) on 6 February 2020 regarding, inter alia, an exchange offer where eligible shareholders in NODL may accept to exchange certain shares they own in NODL with consideration in the form of shares in NOL owned by NODL (the “Exchange Offer”).

Today is the last day the NODL shares are traded inclusive the right to participate in the Exchange Offer.

For more information about the Exchange Offer, including the terms and conditions of the Exchange Offer and conditions to complete the Exchange Offer, please refer to the prospectus dated 6 February 2020 which, subject to regulatory restrictions in certain jurisdictions, is available at www.dnb.no/emisjoner.

 

Contacts:

Scott McReaken, CEO in Northern Drilling Ltd.

Tel. +1 832 509 7191

 

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

 

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

NODL: NORTHERN DRILLING LTD. AND NORTHERN OCEAN LTD.: LAUNCH OF EXCHANGE OFFER AND SUBSEQUENT OFFERING

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the previous stock exchange releases by Northern Drilling Ltd. (“NODL”) on 3 December 2019 regarding (i) a successfully completed bookbuilding for a private placement (“Private Placement”) of new shares in its subsidiary company Northern Ocean Ltd. (“NOL”), (ii) a contemplated Subsequent Offering of shares in NOL, (iii) a contemplated Exchange Offer by NODL as further described below (the Subsequent Offering and the Exchange Offer jointly, the “Offering”), and (iv) contemplated listing of the shares of NOL on Oslo Børs, alternatively Oslo Axess.

Listing of NOL

The NOL shares are currently trading on the N-OTC, and NOL intends to apply for listing of its shares on Oslo Børs, or alternatively Oslo Axess (the “Listing”). It is expected that NOL’s shares will begin trading on Oslo Børs, or alternatively Oslo Axess, on or about 27 February 2020, subject to fulfilling the Listing Conditions (as defined below). To satisfy certain listing conditions, NOL has appointed Ole Falk Hansen and Botes de Vries as new members to its board, effective upon first day of Listing.

As part of the Listing process, NOL has prepared a listing prospectus which has today been approved by the Norwegian Financial Supervisory Authority (the “Prospectus”). The Prospectus, including the application form for the exchange offer and the subscription form for the Subsequent Offering, is published today and will, subject to regulatory restrictions in certain jurisdictions, be available at www.northerndrillingltd.com, www.northernocean.no and www.dnb.no/emisjoner. Hard copies of the Prospectus may be obtained free of charge by contacting DNB Markets.

Exchange Offer

NODL has resolved to offer eligible shareholders in NODL (being Eligible Offerees, as defined below) to purchase a number of the shares Eligible Offerees own in NODL with consideration in the form of shares in NOL owned by NODL, on the basis of an exchange ratio that 2.0316 NODL shares to be exchanged by 1 NOL share (the “Exchange Offer”). The Exchange Offer comprises a maximum of up to approx. 85% of the outstanding NODL shares, equalling up to 91,422,586 (subject to rounding) number of NODL shares of the 107,555,983 issued and outstanding number of shares in NODL. Shares in NODL for which the Exchange Offer is accepted will be cancelled upon settlement of the Exchange Offer, and thereby reduce the number of shares in NODL. Assuming the Exchange Offer is accepted for all of the 91,422,586 shares in NODL comprised by the Exchange Offer, NODL will following completion of the Exchange Offer have 16,133,397 shares issued and outstanding (subject to rounding).

The Exchange Offer is directed towards shareholders in NODL that may lawfully participate in the Exchange Offer and that are holders of shares in NODL at the end of the Acceptance Period (as defined below) as they are recorded in NODL’s register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) on 24 February 2020 (i.e. T+2 following the Acceptance Period, and T being the last day of the Acceptance Period) (the “Exchange Offer Record Date”), and who are (i) investors in Norway, (ii) investors outside of Norway and the United States of America (the “US” or the “United States”), subject to applicable exemptions from applicable local prospectus, tender offer rules or other similar filing requirements, and (iii) investors in the United States who are reasonably believed to be “qualified institutional buyers” (“QIBs“) as defined in, and in reliance on, Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) (each such shareholder an “Eligible Offeree”, and collectively “Eligible Offerees”).

The Eligible Offerees may elect to accept the Exchange Offer for 85% (as rounded) of the shares they own in NODL as registered in VPS as of the Exchange Offer Record Date, but they may also choose to accept the Exchange Offer for a higher (over-acceptance) or lower number of shares, provided however that (i) maximum 95% of the shares each Eligible Offeree owns in NODL as registered in VPS as of the Exchange Offer Record Date (i.e. no Eligible Offeree will be able to accept the Exchange Offer for all the shares owned in NODL), and (ii) if the total amount of NODL shares for which the Exchange Offer is accepted by Eligible Offerees (including over-acceptances) exceeds the total amount of the 91,422,586 shares in NODL that may be subject to the Exchange Offer, then all accepting Eligible Offerees that have over-accepted will be reduced pro-rata based on their shareholding in NODL as registered in VPS as of the Exchange Offer Record Date.

For determination of the number of NODL shares each Eligible Offeree has accepted the Exchange Offer for, NODL will solely look at the number of NODL shares owned at the end of the Acceptance Period as registered in the VPS on the Exchange Offer Record Date (i.e. shares acquired prior to this time will be included for the calculation, while shares acquired after this time will be excluded from the calculation). Shares accepted for cannot be sold, transferred, encumbered or otherwise disposed over. The shares of NODL will trade on Oslo Børs excluding the right to participate in the Exchange Offer from and including 21 February 2020.

Hemen Holding Ltd., NODL largest shareholder, has indicated to NODL that it will accept the Exchange Offer for a number of its NODL shares equal to the weighted average acceptance rate in the Exchange Offer, so that Hemen’s ownership in NODL post completion of the Exchange Offer equals Hemen’s current ownership percentage.

The completion by NODL of the Exchange Offer is conditional upon the Oslo Stock Exchange approving the application for listing of the NOL shares on Oslo Børs, or alternatively Oslo Axess, on conditions acceptable to the Company and that any such conditions may be satisfied by the Company upon completion of the Offering. Such conditions are expected to include that the Company obtains (i) a minimum of 500 independent shareholders for a listing on Oslo Børs (or alternatively 100 independent shareholders for a listing on Oslo Axess), each holding NOL shares with a value of more than NOK 10,000 and are unrelated from the Company, (ii) a minimum required free float of 25% in NOL, (iii) for listing on Oslo Børs, being granted exemption from the three years operational and financial history, as well as (iv) that the completion of the Exchange Offer is subject to the Company obtaining the necessary approvals from authorities on Bermuda (collectively the “Listing Conditions”). There can be no assurance that the Company will satisfy these conditions.

The Exchange Offer (but not the Subsequent Offering) will be cancelled in the event that the above-mentioned conditions are not satisfied. NODL retains the right to cancel the Exchange Offer for any reason prior to settlement of the Exchange Offer.

The acceptance period (the “Acceptance Period”) for the Exchange Offer commences on 7 February 2020 at 09:00 CET and will close on 20 February 2020 at 16:30 CET. The Company may extend the Acceptance Period one or more times, and for any reason at its sole discretion, which may affect other dates for the Exchange Offer as set out herein (including the Exchange Offer Record Date). Settlement of the Exchange Offer is expected to take place on or about 26 February 2020, on which date the NODL shares that have been accepted will be cancelled. Delivery in VPS of NOL shares to Eligible Offerees that have accepted the Exchange Offer is expected to take place on or about 26 February 2020.

See the Prospectus for further information and the terms and conditions for the Exchange Offer.

Subsequent Offering

NOL has resolved to carry out a subsequent offering (the “Subsequent Offering”) of up to 1,872,659 NOL shares, each at a subscription price of NOK 49 per share, for gross proceeds of up to approximately NOK 92 million.

The Subsequent Offering will, on the basis of the Prospectus, be directed towards shareholders in NODL who (i) are shareholders in NODL as of expiry of the bookbuilding period for the Private Placement, as registered with the VPS as of 5 December 2019, (ii) were not allocated offer shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders will be granted non-tradable subscription rights giving right to subscribe and be allocated NOL shares. Over-subscription is permitted, but subscription without subscription rights is not permitted.

The subscription period in the Subsequent Offering will commence on 7 February 2020 at 09:00 CET and will close on 20 February 2020 at 16:30 CET.

See the Prospectus for further information and the terms and conditions for the Subsequent Offering.

DNB Markets, a part of DNB Bank ASA acts as manager in the Offering. Advokatfirmaet BAHR AS, as to Norwegian law, and MJM Barristers and Attorneys, as to Bermuda law, act as legal advisor to NODL and NOL in connection with the Offering. Advokatfirmaet Wiersholm AS acts as legal advisor to the manager.

Contacts:

Scott McReaken, CEO in Northern Drilling Ltd.

Tel. +1 832 509 7191

***

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

NODL: The shares of NOL registered on N-OTC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange release by Northern Drilling Ltd. (“NODL”) announced on 4 December 2019 regarding a successfully placed private placement of new shares in its subsidiary company Northern Rig Holding Ltd. (to be renamed Northern Ocean Ltd.) (“NOL”).

The shares of NOL will be registered on the N-OTC from and including 9 December 2019.

Contacts:

Scott McReaken, CEO in Northern Drilling Ltd.

Tel. +1 832 509 7191

 

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

NODL: Key information related to the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange release by Northern Drilling Ltd. (“NODL”) on 3 December 2019 regarding a successfully completed bookbuilding for a private placement of new shares in its subsidiary company Northern Rig Holding Ltd. (to be renamed Northern Ocean Ltd.) (“NOL”).

Below is key information related to the Subsequent Offering of new shares in NOL, as further described in the aforementioned release:

– Date on which the terms and conditions of the subsequent offering were announced: 3 December 2019
– Last day of trading in NODL shares including subscription right: 3 December 2019
– Ex. date: 4 December 2019 – Record date: 5 December 2019 – Date of approval: 3 December 2019
– Maximum number of new shares to be issued in NOL: 1,872,659 shares – Subscription price: NOK 49 per share
– Will the rights be listed: No

This information is published in accordance with the requirements of the Oslo Stock Exchange Continuing Obligations.

 

Contacts:

Scott McReaken, CEO in Northern Drilling Ltd.  Tel. +1 832 509 7191

 

***  IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of NODL or NOL. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither NODL nor NOL intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although NODL and NOL believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which NODL or NOL operate, NODL’s and NOL’s ability to attract, retain and motivate qualified personnel, changes in NODL’s and NOL’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither NODL nor NOL guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither NODL nor NOL undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the managers for the offering nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities NODL or NOL. Neither the managers for the offering nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

https://newsweb.oslobors.no/message/490805